A dissolution of a p/s occurs upon admission of a new partner or departure of an existing partner. Such event may be the result of death, incapacity, illegality, agreement, withdrawal, war, court decree and bankruptcy.

What are a partner's duties to p/s?

1. Good faith & loyalty

2. Info disclosure

3. Accounting

4. Obedience

5. Reasonable Care

What are the characteristics of a limited p/s?

1. Names are usually not identified with the bus.

2. Liab of limited prtners is restricted to cap cont. No personal liab.

3. Limited prtner may NOT engage in mngmt!

4. Must have at least ONE gen'l!

5. Limited one's possess same non-mngmt rights as gen'l one!

6. Limited partner may participate in profits and losses as specified by p/s agreement.

7. Limited partner can't bind p/s.

What are the diff levels of a p/s int?

1. Gen'l ptner

2. Limited ptner

3. Minimal

4. Secret

5. Silent

Discuss the formation & dissolution of a limited partnership.

Formatiion - certificate must be filed with state where located. Certificate should include name, purpose, location, term, cap and contr for each partner.Dissolutiion - assets will be distributed in the following order: to creditors, distributions in arrears, cap cont's and undistributed profits.

How does the dissolution of a p/s affect the partner's authorities & liab? What types of notice should be given to third parties?

Diss will terminate partner's authority to enter into new obligations so long as 3rd party has notice. 3rd parties should be given actual notice (given to those with prior p/s dealings) & constructive notice (given to other 3rd parties).

To what extent may a partner be held liable for debts and liab of a p/s?

1. New Prtner - liable for pre-existing debt only to extent of cap cont. May become personally liable by assumption or novation.

2. Leaving prtnr - liable for pre-exist debts to date of leaving. Not liable after as long creditors had notice.

3. Criminal liab - limited to personal participation. Not liable for crimes of other partners.

4. Torts - general partners are liable. Limited are NOT!

5. Deceased prtnrs estate - liable for p/s debts while he was a prtner.

Discuss the formation & diss of a limited partnership?

1. Formation - certificate must be filed with state and should include name, purpose, location, term, capitalization & contributions for each ptner.2. Dissolution - assets will be distributed in the following order to creditors: distributions in arrears, cap contributions and undistributed profits.

What p/s actions req unanimous approval?

1. Admin of new partner2. Assignment of p/s prop3. Conversion to surety or guarantor4. Handling of certain claims5. Disp of GW6. Any act which infringes upon bus

How are a partner's actions relevant to a p/s?

As a partner is an agent of the p/s and as such, the p/s is liable for it's partner's actions within their express, implied or apparent authority.